SINGAPORE, June 13, 2018 /PRNewswire/ -- Sea Limited
(NYSE: SE) ("Sea" or the "Company"), today announced the pricing of
US$500.0 million in aggregate
principal amount of convertible senior notes due 2023 (the
"Notes"). The Notes were offered to qualified institutional buyers
pursuant to Rule 144A under the United States Securities Act of
1933, as amended (the "Securities Act"), and certain non-U.S.
persons in offshore transactions in compliance with Regulation S
under the Securities Act. The Company has granted to the initial
purchaser a 13-day option to purchase up to an additional
US$75.0 million principal amount of
Notes. An entity affiliated with Tencent Holdings Limited, one of the Company's
principal shareholders, and an entity affiliated with one of the
Company's directors are expected to purchase up to US$50.0 million and up to US$30.0 million, respectively, principal amount
of the Notes in the offering on the same terms as the other Notes
being offered.
The Notes will be senior, unsecured obligations of the Company,
and interest will be payable semi-annually in cash at a rate of
2.25% per annum in arrears on January
1 and July 1 of each year,
beginning on January 1, 2019. The
Notes will mature on July 1, 2023,
unless redeemed, repurchased or converted prior to such date. Prior
to the close of business on the business day immediately preceding
January 1, 2023, the Notes will be
convertible into the Company's American depositary shares ("ADSs"),
each representing one Class A ordinary share of the Company, at the
option of the holders, based on an initial conversion rate of
50.5165 of ADSs per US$1,000
principal amount of Notes (which is equivalent to an initial
conversion price of approximately US$19.80 per ADS and represents an approximately
32.5% conversion premium over the closing trading price of the
Company's ADSs on June 13, 2018,
which was US$14.94 per ADS).
The conversion rate is subject to adjustment upon the occurrence of
certain events. Holders of the Notes may convert their Notes in
integral multiples of US$1,000
principal amount, during certain periods, upon satisfaction of
certain conditions. Thereafter, the Notes will be convertible at
any time prior to the close of business on the second scheduled
trading day immediately preceding the maturity date. Upon
conversion, the Notes may be settled in ADSs, cash or a combination
of cash and ADSs, at the Company's election.
Sea will not have the right to redeem the Notes prior to
maturity except in the event of certain changes in the tax laws of
a relevant taxing jurisdiction ("Tax Redemption"). Holders of the
Notes will have the right to require the Company to repurchase for
cash all or part of their Notes upon occurrence of certain events
that constitute a fundamental change under the indenture governing
the Notes at a repurchase price equal to 100% of the principal
amount of the Notes to be repurchased, plus accrued and unpaid
interest to, but excluding, the repurchase date. In connection with
certain corporate events or if the Company issues a notice of Tax
Redemption, it will, under certain circumstances, increase the
conversion rate for holders who elect to convert their Notes in
connection with such corporate event or such Tax Redemption.
Sea expects to use the net proceeds from this offering for
business expansion and other general corporate purposes.
The Company expects to close the Notes offering on or about
June 18, 2018, subject to the
satisfaction of customary closing conditions.
The Notes and ADSs deliverable upon conversion of the Notes, and
Class A ordinary shares of the Company represented thereby, have
not been registered under the Securities Act of 1933, as amended
(the "Securities Act"), or any state securities laws. They may not
be offered or sold within the United
States or to U.S. persons, except to qualified institutional
buyers in reliance on the exemption from registration provided by
Rule144A under the Securities Act and to certain non-U.S. persons
in offshore transactions in reliance on Regulation S under the
Securities Act.
This press release shall not constitute an offer to sell or a
solicitation of an offer to purchase any of these securities, in
the United States or elsewhere,
and shall not constitute an offer, solicitation or sale of the
Notes, ADSs and Class A ordinary shares of the Company in any state
or jurisdiction in which such an offer, solicitation or sale would
be unlawful. Any public offering of securities to be made in
the United States will be made by
means of a prospectus that may be obtained from the issuer or the
selling security holder and that will contain detailed information
about the company and management, as well as financial
statements.
This press release contains information about the pending
offering of the Notes, and there can be no assurance that the
offering will be completed.
For further information, please contact:
Investors / analysts: ir@seagroup.com
Media: media@seagroup.com or sea@brunswickgroup.com
About Sea Limited
Sea's mission is to better the lives of the consumers and small
businesses of our region with technology. Our region includes the
key markets of Indonesia,
Taiwan, Vietnam, Thailand, the
Philippines, Malaysia and
Singapore. Sea operates three
platforms across digital entertainment, ecommerce, and digital
financial services, known as Garena, Shopee, and AirPay,
respectively.
Safe Harbor Statement
This announcement contains forward-looking statements within the
meaning of Section 27A of the Securities Act, and Section 21E of
the Securities Exchange Act of 1934, as amended. These statements
are made under the "safe harbor" provisions of the U.S. Private
Securities Litigation Reform Act of 1995. These forward-looking
statements can be identified by terminology such as "may," "will,"
"expect," "anticipate," "future," "intend," "plan," "believe,"
"estimate," "is/are likely to," "confident" or other similar
statements. Sea may also make forward-looking statements in its
periodic reports to the U.S. Securities and Exchange Commission, in
its annual report to shareholders, in press releases and other
written materials and in oral statements made by its officers,
directors or employees to third parties. All information provided
in this press release is as of the date of the issuance, and the
Company assumes no obligation to update the forward-looking
statements in this press release and elsewhere except as required
under applicable law. Statements that are not historical facts,
including statements about the Company's beliefs and expectations,
are forward-looking statements. Forward-looking statements involve
inherent risks and uncertainties. A number of factors could cause
actual results to differ materially from those contained in any
forward-looking statement. Further information regarding these and
other risks is included in Sea's annual report on Form 20-F for the
fiscal year ended December 31, 2017
and other filings with the Securities and Exchange Commission.
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SOURCE Sea Limited